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Alteration of MOA Services
ALTERATION OF
MOA SERVICES
Guiding the working of Companies in India
MEMORANDUM OF
ASSOCIATION (MOA):
DEFINED
A Memorandum of Association (MOA) is a legal
document prepared in the formation and
registration process of a limited liability company
to define its relationship with shareholders.
The MOA is accessible to the public and describes
the company’s name, physical address of
registered office, names of shareholders and the
distribution of shares.
MOA INCLUSIONS: 6
PARTICULARS WHICH MAKES
MOA COMPLETE
Name Object Capital
Clause Clause Clause
Registered Liability Subscriptio
Office Clause n Clause
Clause
NAME CLAUSE
The name clause requires you to state the legal
and recognized name of the company. You are
allowed to register a company name only if it does
not bear any similarities with the name of an
existing company.
Your company name must end with the word
“limited” because the preparation of an MOA is a
legal requirement for limited liability companies
only.
REGISTERED OFFICE
CLAUSE
The registered office clause requires
you to show the physical location of the
registered office of the company.
You are required to keep all the
company registers in this office in
addition to using the office in handling
all the outgoing and incoming
communication correspondence.
You must establish a registered office
prior to commencing business
activities.
OBJECT CLAUSE
The objective clause requires you to
summarize the main objectives for
establishing the company with reference
to the requirements for shareholding and
use of financial resources.
You also need to state ancillary
objectives; that is, those objectives that
are required to facilitate the
achievement of the main objectives.
The objectives should be free of any
provisions or declarations that
contravene laws or public good.
LIABILITY CLAUSE
The liability clause requires you to
state the extent to which
shareholders of the company are
liable to the debt obligations of the
company in the event of the
company dissolving.
You should show that shareholders
are liable only their shareholding
and/or to their commitment to
contribute to the dissolution costs
upon liquidation of a company
limited by guarantee.
CAPITAL CLAUSE
The capital clause requires
you to state the company’s
authorized share capital, the
different categories of shares
and the nominal value (the
minimum value per share) of
the shares.
You are also required to list
the company’s assets under
this clause.
SUBSCRIPTION OR
ASSOCIATION CLAUSE
PROVISIONS RELATING TO
ALTERATION OF MOA OF A
COMPANY
Alteration in
Name
Clause
Alteration in Alteration in
Subscriptio Registered
n Clause Office Clause
Section-13 of
Companies
Act, 2013
Alteration in Alteration in
Capital Object
Clause Clause
Alteration in
Liability
Clause
ALTERATION OF NAME CLAUSE IN
MEMORANDUM OF ASSOCIATION
A company may by passing a special resolution alter is name
with the approval of the Central Government. If the alteration
involves change of the name to private limited or public
limited, permission of Central Government is not required.
In case a company has been registered with a name which
resembles a name of an existing company, the Central
Government may ask it to change its name. In such case
ordinary resolution is sufficient.
The intimation of name change should be given to the
Registrar who will issue a fresh certificate of incorporation.
Alteration of Situation clause
ALTERATION IN REGISTERED
OFFICE CLAUSE IN MOA OF
COMPANY
In case registered office has to be shifted
within the same city, town or village, a
notice has to given to the Registrar within
thirty day of the change.
In case registered office has to be shifted
from one town to another town or one
village to another village, a special
resolution has to be passed.
In case, registered office has to be shifted
from one State to another State, a special
resolution has to be passed and approval
from the Company Law Board has to be
obtained by the company. The altered
memorandum should be filed with the
Registrar of the State from which the
company is shifting and also to the Registrar
of the State to which the company is shifted.
ALTERATION OF OBJECTS CLAUSE IN
MEMORANDUM OF ASSOCIATION
A company can alter its object clause by passing a special resolution and
the same could be accounted for the following reasons:
For carrying on some
For carrying its For obtaining the main business, which may
business more business of the For enlarging or
economically and company by new and changing the local
be conveniently or
advantageously
efficiently improved means area of operations combined with the
existing business
For abandoning any of For selling the whole For amalgamating
the objects specified or any part of the with any other
in the memorandum undertaking company
ALTERATION OF LIABILITY CLAUSE IN
MEMORANDUM OF ASSOCIATION
The liability clause
can be altered only
when a public
company is
converted to a
private company.
ALTERATION OF CAPITAL CLAUSE IN
MEMORANDUM OF ASSOCIATION
A company can alter its capital clause
by passing an ordinary resolution in a
general meeting. Alteration of capital
may relate to:
Sub division of shares
consolidation of shares
conversion of shares into stock and
cancellation of unsubscribed capital.
Within thirty days of passing a
resolution, the altered Articles and
Memorandum have to be submitted to
the Registrar.
ALTERATION OF SUBSCRIPTION CLAUSE
IN MEMORANDUM OF ASSOCIATION
STEPS IN ALTERATION OF
MEMORANDUM OF
• Convey BoAardS MSeeOtingC ofI DAirTectIoOrs: N(As per section 173
STEP – I and SS-1)
• Held Board Meeting: (As per section 173 and SS-1)
STEP – II
• Issue Notice of General Meeting: (Section 101)
STEP – III
•
STEP – Hold General Meeting: (Section 101)
IV
• Filing of form with ROC: (Section 117)
STEP – V
FAQ’S
Whether Stamp Duty required to pain on Alteration in
Memorandum of
Association (MOA)?
The Act does not contemplate new memorandum of association, and
where it purports to be so, it is nothing more than a special resolution and
as such does not require to be stamped.
Whether Company can alter its ‘Subscription Clause’?
A Company in its life spam can’t alter the ‘Subscription Clause’ or can’t
alter the ‘Subscriber Sheet’. Subscriber Sheet use at the time of
Incorporation of Company shall be used for the life span of the Company.
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